THOMAS INDUSTRIES INC.

                                       and

                               NATIONAL CITY BANK


                                  Rights Agent

                                     ------

                      Amended and Restated Rights Agreement


<PAGE>


                                TABLE OF CONTENTS
                                -----------------


Section                                                                     Page
-------                                                                     ----

1.       Certain Definitions...................................................4
2.       Appointment of Rights Agent...........................................8
3.       Issue of Right Certificates...........................................9
4.       Form of Rights Certificates..........................................10
5.       Countersignature and Resignation.....................................11
6.       Transfer, Split Up, Combination and Exchange
         of Rights Certificates; Mutilated, Destroyed,
         Lost or Stolen Rights Certificates...................................11
7.       Exercise of Rights; Purchase Price; Expiration
         Date of Rights.......................................................12
8.       Cancellation and Destruction of
         Rights Certificates..................................................14
9.       Reservation and Availability of
         Preferred Stock......................................................14
10.      Preferred Stock Record Date..........................................16
11.      The Flip-In..........................................................16
12.      The Flip-Over........................................................17
13.      Adjustment of Purchase Price, Number and
         Kind of Shares or Number of Rights...................................19
14.      Fractional Rights and Fractional Shares..............................24
15.      Rights of Action.....................................................25
16.      Agreement of Rights Holders..........................................25
17.      Rights Certificates Holder Not
         Deemed a Stockholder.................................................26
18.      Concerning the Rights Agent..........................................26
19.      Merger or Consolidation or Change
         of Name of Rights Agent..............................................27
20.      Duties of Rights Agent...............................................27
21.      Change of Rights Agent...............................................29
22.      Issuance of New Rights Certificates..................................30
23.      Redemption and Termination...........................................30
24.      Exchange.............................................................31
25.      Notice of Certain Events.............................................32
26.      Notices..............................................................33
27.      Supplements and Amendments...........................................34
28.      Successors...........................................................34
29.      Benefits of this Agreement...........................................34
30.      Severability.........................................................34
31.      Governing Law........................................................34


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<PAGE>

32.      Counterparts.........................................................34
33.      Descriptive Headings.................................................35

Exhibit A         Certificate of Designation, Preferences and Rights
Exhibit B         Rights Certificate
Exhibit C         Summary of Rights



                                       3
<PAGE>

                      AMENDED AND RESTATED RIGHTS AGREEMENT
                      -------------------------------------

                  Rights Agreement, dated January 5, 1998 (the "Agreement") and
authorized to be restated on April 20, 2000, is made between THOMAS INDUSTRIES
INC., a Delaware corporation (the "Company"), and NATIONAL CITY BANK, an Ohio
corporation (the "Rights Agent").

                  WHEREAS, on December 23, 1987, the Board of Directors of the
Company adopted a Rights Agreement which was amended on October 18, 1990, and
terminated at the close of business on January 4, 1998; and

                  WHEREAS, on December 10, 1997, the Board of Directors of the
Company authorized and declared a dividend distribution of one Right for each
outstanding share of common stock, outstanding on January 4, 1998 (the "Record
Date"), and contemplates the issuance of one Right for each share of common
stock issued between the Record Date and the Separation Date and one Right for
each share of Common Stock issued upon exercise of stock options granted prior
to the Separation Date or under any employee plan or arrangement established
prior to the Separation Date, each Right representing the right to purchase one
one-hundredth of a share of Series B Junior Preferred Stock of the Company
subject to the conditions hereinafter set, forth (the "Rights"); and

                  WHEREAS, on April 20, 2000, the Board of Directors of the
Company authorized that the Agreement be amended and restated to reflect certain
changes in Delaware law and to clarify certain language;

                  NOW, THEREFORE, the parties agree as follows:

                  SECTION 1. CERTAIN DEFINITIONS. For purposes of this
Agreement, the following terms have the meanings indicated.

                  (a) "ACQUIRING PERSON" shall mean any Person (as such term is
hereinafter defined) who or which, together with all Affiliates (as hereinafter
defined) and Associates (as hereinafter defined) of such Person, shall be the
Beneficial Owner (as hereinafter defined) of 20% or more of the shares of Common
Stock then outstanding and shall include all Affiliates and Associates of such
Person, but shall not include the Company, any Subsidiary of the Company, any
employee benefit plan of the Company or any Subsidiary of the Company or any
entity holding shares of Common Stock organized, appointed or established by the
Company for or pursuant to the terms of any employee benefit plan.
Notwithstanding the foregoing, if a Person who would otherwise be an "Acquiring
Person,"

                           (i) notifies the Company in writing within five (5)
                  business days thereafter (the "Notification Period") that it
                  has inadvertently become the Beneficial Owner of 20% or more
                  of the shares of Common Stock then outstanding, and



                                       4
<PAGE>

                           (ii) within three (3) business days after the end of
                  the Notification Period divests a sufficient number of shares
                  of Common Stock so as to reduce its holdings to less than 20%,
                  and delivers proof thereof in writing to the Company no more
                  than six (6) business days after the end of the Notification
                  Period,

                  then that Person shall not be deemed to be an "Acquiring
Person" for any purposes of this Agreement.

                  (b) "AFFILIATE" shall mean, with respect to a specified
Person, a Person that directly, or indirectly through one or more
intermediaries, controls or is controlled by, or is under common control with,
the Person specified.

                  (c) "ASSOCIATE" shall mean, with respect to a specified
Person,

                           (i) any corporation or organization (other than the
                  Company or a Subsidiary of the Company) of which such Person
                  is an officer or partner or is, directly or indirectly, the
                  beneficial owner of 10% or more of any class of equity
                  security as defined in Rule 3a-11 of the General Rules and
                  Regulations under the Exchange Act (as hereinafter defined),

                           (ii) any trust or other estate in which such Person
                  has a substantial beneficial interest or as to which such
                  Person serves as trustee or in a similar fiduciary capacity,
                  or

                           (iii) any relative or spouse of such Person, or any
                  relative of such spouse, who has the same home as such Person,
                  or is an officer or director of any corporation controlling or
                  controlled by such Person.

                  (d) "BENEFICIAL OWNERSHIP" shall be determined pursuant to
Rule 13d-3 of the General Rules and Regulations under the Exchange Act (or any
successor rule or statutory provision) or, if Rule 13d-3 shall be rescinded and
there shall be no successor rule or statutory provision thereto, pursuant to
Rule 13d-3 as in effect on the date hereof; provided, however, that a Person
shall, in any event, also be deemed to be the "Beneficial owner" of any
securities:

                           (i) which such Person or any Affiliate or Associate
                  thereof beneficially owns, directly or indirectly;

                           (ii) which such Person or any Affiliate or Associate
                  thereof, directly or indirectly, has the right to acquire
                  (whether such right is exercisable immediately or only after
                  the passage of time) pursuant to any agreement, arrangement or
                  understanding (whether or not in writing) or upon the exercise
                  of conversion rights, exchange rights, rights, warrants or
                  options, or otherwise; provided, however, that a Person shall
                  not be deemed the "Beneficial Owner" of, or to "beneficially
                  own," (A) securities tendered pursuant to a tender or exchange
                  offer made by such Person or any Affiliate or Associate
                  thereof until the tendered securities are accepted for


                                       5
<PAGE>

                  purchase or exchange, or (B) securities issuable upon exercise
                  of Rights;

                           (iii) which such Person or any Affiliate or Associate
                  thereof, directly or indirectly, has sole or shared voting or
                  investment power with respect thereto pursuant to any
                  agreement, arrangement or understanding (whether or not in
                  writing); provided, however, that a Person shall not be deemed
                  the "Beneficial Owner" of, or to "beneficially own," any
                  security under this subparagraph (iii) as a result of an
                  agreement, arrangement or understanding to vote such security
                  if the agreement, arrangement or understanding (A) arises
                  solely from a revocable proxy given in response to a public
                  proxy or consent solicitation made pursuant to, and in
                  accordance with, the applicable provisions of the General
                  Rules and Regulations under the Exchange Act, and (B) is not
                  also then reportable by such Person on Schedule 13D under the
                  Exchange Act; or

                           (iv) which are beneficially owned, directly or
                  indirectly, by any other Person or any Affiliate or Associate
                  thereof with which such Person or any Affiliate or Associate
                  thereof has any agreement, arrangement or understanding
                  (whether or not in writing), for the purpose of acquiring,
                  holding, voting, (except pursuant to a revocable proxy as
                  described in subparagraph (iii) of this paragraph (d)) or
                  disposing of any voting securities of the Company.

         Nothing in this Section 1(e) shall cause a Person engaged in business
as an underwriter to be the "Beneficial Owner" of, or to "beneficially own," any
securities acquired through such Person's participation in good faith in a firm
commitment underwriting until the expiration of forty (40) days after the date
of the acquisition.

                  (e) "BUSINESS DAY" shall mean any day other than a Saturday,
Sunday or a day on which banking institutions in the State of Ohio are
authorized or obligated by law or executive order to close.

                  (f) "CLOSE OF BUSINESS" on any given day shall mean 5:00 P.M.,
Cleveland, Ohio time, on that day; provided, however, that if that day is not a
Business Day it shall mean 5:00 P.M., Cleveland, Ohio time, on the next
succeeding Business Day.

                  (g) "CLOSING PRICE" of any security on any given day shall be
the last sale price, regular way, of such security or, if no sale takes place on
such day, the average of the closing bid and asked prices, regular way, on the
principal trading market on which the security is then traded on the last day on
which trading occurred.

                  (h) "COMMON STOCK" shall mean the common stock, par value
$1.00 per share, of the Company, and "common stock" when used with reference to
any Person other than the Company shall mean the capital stock with the greatest
voting power, or the equity securities or other equity interest having power to
control or direct the management, of such Person.



                                       6
<PAGE>

                  (i) "CURRENT MARKET PRICE" of any security on any given day
shall be deemed to be the average of the daily Closing Prices per share or other
trading unit of such security for forty-five (45) consecutive Trading Days (as
hereinafter defined) immediately preceding that day; provided, however, that
with respect to shares of capital stock, in the event that the current market
price per share of the capital stock is determined during a period following the
announcement of:

                           (i) a dividend or distribution on the capital stock
                  payable in shares of such capital stock or securities
                  convertible into shares of such capital stock (other than the
                  Rights), or

                           (ii) any subdivision, combination or reclassification
                  of the capital stock, and prior to the expiration of the
                  requisite forty-five (45) Trading Day (as hereinafter defined)
                  period, as set forth above, after the ex-dividend date for the
                  dividend or distribution, or the record date for the
                  subdivision, combination or reclassification, then and in each
                  case, the "Current Market Price" shall be properly adjusted to
                  take into account ex-dividend trading; and provided further
                  that if the security is not publicly held or not listed,
                  Current Market Price per share or other trading unit shall
                  mean the fair value per share or other trading unit as
                  determined in good faith by the Board of Directors of the
                  Company, whose determination shall be described in a statement
                  filed with the Rights Agent and shall be conclusive for all
                  purposes.

                  (j) "EXCHANGE ACT" shall mean the Securities Exchange Act of
1934 in effect on the date of this Agreement, and all references to any rule or
regulation of the General Rules and Regulations under the Exchange Act shall be,
except as otherwise specifically provided herein, to such rule or regulation as
was in effect on the date of this Agreement.

                  (k) "EXCHANGE DATE" shall mean the date on which the Rights
are exchanged as provided in Section 24 of this Agreement.

                  (l) "EXPIRATION DATE" shall mean the Close of Business on
January 5, 2008.

                  (m) "FLIP-IN EVENT" shall mean the event described in the
first clause of Section 11(a) hereof.

                  (n) "FLIP-OVER EVENT" shall mean any of the events described
in Section 12(a) hereof.

                  (o) "PERSON" shall mean any individual, firm, corporation,
partnership or other entity and shall include any "group" as that term is used
in Rule 13d-5(b) under the Exchange Act.

                  (p) "PREFERRED STOCK" shall mean shares of Series B Junior
Preferred Stock, par value $1.00 per share, of the Company.



                                       7
<PAGE>

                  (q) "SEPARATION DATE" shall mean the earlier of:

                           (i) the Close of Business on the tenth day after a
                  Stock Acquisition Date (as hereinafter defined), or

                           (ii) the Close of Business on the tenth day (but in
                  no event later than the time when any Person becomes an
                  Acquiring Person) after the date of the commencement of, or
                  first public announcement of the intent to commence, a tender
                  or exchange offer by any Person (other than the Company, any
                  Subsidiary of the Company, any employee benefit plan of the
                  Company or any Subsidiary of the Company or any entity holding
                  shares of Common Stock organized, appointed or established by
                  the Company for or pursuant to the terms of any employee
                  benefit plan) if upon consummation thereof, that Person would
                  be an Acquiring Person (including any date which is after the
                  date of this Agreement and prior to the issuance of the
                  Rights).

                  (r) "STOCK ACQUISITION DATE" shall mean the first date of
public announcement by the Company or an Acquiring Person that an Acquiring
Person has become such.

                  (s) "SUBSIDIARY" shall mean, with reference to any Person, any
corporation of which a majority of any class of equity security is Beneficially
Owned, directly or indirectly, by such Person.

                  (t) "TRADING DAY" with respect to any security shall mean a
day on which the principal national securities exchange on which the security is
listed or admitted to trading is open for the transaction of business or, if the
security is not listed or admitted to trading on any national securities
exchange, a Business Day.

                  (u) "TRIGGERING EVENT" shall mean any Flip-In Event or any
Flip-Over Event.

                  (v) "WHOLE BOARD" shall mean the total number of directors
which the Company would have if there were no vacancies.

                  Any determination required by the definitions contained in
this Section 1 shall be made by the Board of Directors of the Company in its
good faith judgment, which determination shall be final and binding on the
Rights Agent.

                  SECTION 2. APPOINTMENT OF RIGHTS AGENT. The Company hereby
appoints the Rights Agent to act as agent for the Company and the holders of the
Rights (who, in accordance with Section 3 hereof, shall prior to the Separation
Date also be the holders of the Common Stock) in accordance with the terms and
conditions hereof, and the Rights Agent hereby accepts such appointment. The
Company may from time to time appoint such Co-Rights Agents as it may deem
necessary or desirable.



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                  SECTION 3.  ISSUE OF RIGHTS CERTIFICATES.
                              ----------------------------

                  (a)      Until the Separation Date,

                           (i) the Rights will be evidenced by the certificates
                  for the Common Stock registered in the names of the holders of
                  the Common Stock (which certificates for Common Stock shall be
                  deemed also to be certificates for Rights) and not by separate
                  certificates, and

                           (ii) the Rights will be transferable only in
                  connection with the transfer of the underlying shares of
                  Common Stock (including a transfer to the Company).

                  (b) As soon as practicable after the Separation Date, the
Company will prepare and execute and the Rights Agent will countersign, and if
requested by the Company, send by first-class, insured, postage prepaid mail, to
each record holder of the Common Stock as of the Close of Business on the
Separation Date, at the address of the holder shown on the records of the
Company, a Rights certificate, in substantially the form of Exhibit B hereto
(the "Rights Certificates"), evidencing one Right for each share of Common Stock
held. After the distribution of the Rights Certificates, the Rights will be
evidenced solely by Rights Certificates.

                  (c) As promptly as practicable following the Record Date, the
Company will send a copy of a Summary of Rights, in substantially the form
attached hereto as Exhibit C (the "Summary of Rights"), by first-class, postage
prepaid mail to each record holder of the Common Stock as of the Close of
Business on the Record Date, at the address of the holder shown on the records
of the Company.

                  (d) Certificates for the Common Stock issued after the Record
Date but prior to the earlier of the Separation Date or the Expiration Date,
shall be deemed also to be certificates for Rights, and shall bear the following
legend:

                  "This certificate also evidences and entitles the holder
                  hereof to certain Rights as set forth in the Amended and
                  Restated Rights Agreement between Thomas Industries Inc. (the
                  "Company") and National City Bank, originally dated January 5,
                  1998, as subsequently amended and restated (the "Rights
                  Agreement"), the terms of which are hereby incorporated herein
                  by reference and a copy of which is on file at the principal
                  offices of the Company. Upon the occurrence of certain events,
                  as set forth in the Rights Agreement, the Rights will be
                  evidenced by separate certificates and will no longer be
                  evidenced by this certificate. The Company will mail to the
                  holder of this certificate a copy of the Rights Agreement
                  without charge promptly after receipt of a written request
                  therefor. Under certain circumstances, Rights beneficially
                  owned by Acquiring Persons (as defined in the Rights
                  Agreement) become null and void and the holder of the Rights
                  (including any subsequent holder) shall not have any right to
                  exercise the Rights."



                                       9
<PAGE>

                  (e) After the Separation Date but prior to the Expiration
Date, Rights shall be issued in connection with the issuance of Common Stock
upon the exercise of stock options granted prior to the Separation Date or
pursuant to other benefits under employee plans or arrangements established
prior to the Separation Date; provided, however, that if, pursuant to the terms
of any option or other benefit plan, the number of shares issuable thereunder is
adjusted after the Separation Date, the number of Rights issuable upon issuance
of the shares shall be equal only to the number of shares which would have been
issuable prior to the adjustment.

                  SECTION 4. FORM OF RIGHTS CERTIFICATES. (a) The Rights
Certificates and the form of election to purchase shares (and the form of
assignment) shall be in substantially the form attached hereto as Exhibit B,
with such legends, summaries or endorsements printed thereon as the Company may
deem appropriate, or as may be required to comply with any applicable law or
regulation of any stock exchange on which the Rights may from time to time be
listed. Subject to the provisions of this Agreement, the Rights Certificates,
when distributed, shall be dated as of the Record Date and shall entitle the
holders thereof to purchase the number of shares of Preferred Stock set forth
therein at the Purchase Price set forth herein, subject to adjustment as
provided herein.

                  (b) Any Rights Certificate issued pursuant to Section 3(a)
hereof that represents Rights beneficially owned by an Acquiring Person or that
represents any Rights owned on or after the Separation Date by any Person who
subsequently becomes an Acquiring Person and any Rights Certificate issued at
any time upon the transfer of any Rights to an Acquiring Person or to any
nominee of an Acquiring Person and any Rights Certificate issued pursuant to
Section 6 or Section 13 of this Agreement upon transfer, exchange, replacement
or adjustment of any other Rights Certificate referred to in this sentence, may
contain the following legend:

                  "The Rights represented by this Rights Certificate are or were
                  beneficially owned by a Person who was or became an Acquiring
                  Person or an Associate or Affiliate of an Acquiring Person (as
                  such terms are defined in the Rights Agreement). This Rights
                  Certificate and the Rights represented hereby will become void
                  in the circumstances specified in Section 7(e) of the Rights
                  Agreement."

                  SECTION 5. COUNTERSIGNATURE AND REGISTRATION. (a) The Rights
Certificates shall be executed on behalf of the Company by its Chairman of the
Board, its President or any Vice President, either manually or by facsimile
signature and shall have affixed thereto the Company's seal or a facsimile
thereof which shall be attested by the Secretary or an Assistant Secretary of
the Company, either manually or by facsimile signature. The Rights Certificates
shall be manually countersigned by the Rights Agent and shall not be valid for
any purpose unless so countersigned. If the officer who signed any of the Rights
Certificates shall cease to be an officer of the Company before countersignature


                                       10
<PAGE>

by the Rights Agent, the Rights Certificates, nevertheless, may be countersigned
by the Rights Agent, and issued and delivered by the Company with the same force
and effect as though the person who signed the Rights Certificates had not
ceased to be an officer of the Company and any Rights Certificates may be signed
on behalf of the Company by any person who, at the actual date, of the execution
of the Rights Certificate shall be a proper officer of the Company, although at
the date of the execution of this Rights Agreement the person was not such an
officer.

                  (b) Following the Separation Date, the Rights Agent will keep
or cause to be kept, at one of its offices in Cleveland, Ohio, books for
registration and transfer of the Rights Certificates issued hereunder which
books shall show the names and addresses of the respective holders of the Rights
Certificates, the number of Rights evidenced on its face by each of the Rights
Certificates, and the date of each of the Rights Certificates.

                  SECTION 6. TRANSFER, SPLIT UP, COMBINATION AND EXCHANGE OF
RIGHTS CERTIFICATES; MUTILATED, DESTROYED, LOST OR STOLEN RIGHTS CERTIFICATES.
(a) Subject to the provisions of Section 14 hereof, at any time after the Close
of Business on the Separation Date, and at or prior to the Close of Business on
the Expiration Date, any Rights Certificate or Certificates may be transferred,
split up, combined or exchanged for another Rights Certificate or certificates,
entitling the registered holder to purchase a like number of shares of Preferred
Stock as the Rights Certificate or Certificates surrendered then entitled such
holder (or former holder in the case of a transfer) to purchase. Any registered
holder desiring to transfer, split up, combine or exchange any Rights
Certificate or Certificates shall make a request in writing to the Rights Agent,
and shall surrender the Rights Certificate or Certificates to be transferred,
split up, combined or exchanged at the office of the Rights Agent designated for
such purpose. Thereupon, the Rights Agent shall countersign and deliver to the
Person entitled hereto a Rights Certificate or Rights Certificates, as the case
may be, as so requested. The Company may require payment of a sum sufficient to
cover any tax or governmental charge that may be imposed in connection with any
transfer, split up, combination or exchange of Rights Certificates.

                  (b) Upon receipt by the Company and the Rights Agent of
evidence, reasonably satisfactory to them of the loss, theft, destruction or
mutilation of a Rights Certificate, and, in case of loss, theft or destruction,
of indemnity or security reasonably satisfactory to them, and reimbursement to
the Company and the Rights Agent of all reasonable expenses incidental thereto,
and upon surrender to the Rights Agent and cancellation of the Rights
Certificate if mutilated, the Company will execute and deliver a new Rights
Certificate of like tenor to the Rights Agent for countersignature and delivery
to the registered owner in lieu of the lost, stolen, destroyed or mutilated
Rights Certificate.

                  SECTION 7. EXERCISE OF RIGHTS; PURCHASE PRICE; EXPIRATION DATE
OF RIGHTS. (a) Until the Separation Date, no Right may be exercised. Subject to
Section 7(e) hereof, the registered holder of any Rights Certificate may
exercise the Rights evidenced thereby in whole or in part at any time after the
Separation Date. Upon surrender of the Rights Certificate, together with a duly


                                       11
<PAGE>

executed form of election to purchase, to the Rights Agent at the principal
corporate trust office of the Rights Agent, together with payment of the
Purchase Price prior to the earliest of:

                           (i) the Closing of Business on the Expiration Date,
                  subject to extension as provided in Section 12(c) hereof (the
                  "Final Expiration Date"),

                           (ii) the time at which the Rights are redeemed as
                  provided in Section 23 hereof, or

                           (iii) the time at which the Rights are exchanged as
                  provided in Section 24 hereof (the earliest of such times
                  being herein referred to as the "Expiration Date").

                  (b) The Purchase Price for each one one-hundredth of a share
of Preferred Stock pursuant to the exercise of a Right shall initially be $65,
and shall be subject to adjustment from time to time as provided in Section 13
hereof and shall be payable in lawful money of the United States dollars in
accordance with Paragraph (c) below.

                  (c) Upon receipt of a Rights Certificate representing
exercisable Rights, with a duly executed form of election to purchase including
the certificate contained, accompanied by payment of the Purchase Price for the
shares to be purchased and an amount equal to any applicable transfer tax in
cash, or by certified check or bank draft payable to the order of the Company,
the Rights Agent shall thereupon promptly:

                           (i) (A) requisition from the transfer agent for the
                  shares of Preferred Stock certificates for the number of
                  shares of Preferred Stock to be purchased and the Company
                  hereby irrevocably authorizes its transfer agent to comply
                  with all such requests, or (B) requisition from the depositary
                  agent depositary receipts representing such number of one
                  one-hundredths of a share of Preferred Stock purchased (in
                  which case certificates for the shares of Preferred Stock
                  represented by such receipts shall be deposited by the
                  transfer agent with the depositary agent) and the Company will
                  direct the depositary agent to comply with such request,

                           (ii) requisition from the Company the amount of cash,
                  if any, to be paid in lieu of fractional shares in accordance
                  with Section 14,

                           (iii) after receipt of the certificates or depositary
                  receipts, cause the same to be delivered to or, upon the order
                  of the registered holder of the Rights Certificate, registered
                  in such name or names as may be designated by the holder, and

                           (iv) after receipt deliver the cash, if any, to or
                  under the order of the registered holder of such Rights
                  Certificate.



                                       12
<PAGE>

                  (d) In case the registered holder of any Rights Certificate
shall exercise less than all the Rights evidenced thereby, a new Rights
Certificate evidencing the unexercised Rights shall be issued by the Rights
Agent and delivered to the registered holder thereof or to his duly authorized
assigns.

                  (e) Notwithstanding anything in this Agreement to the
contrary, upon the occurrence of a Triggering Event, any unexercised Rights that
are or were at any time on or after the earlier to occur of:

                           (i) the Separation Date, or

                           (ii) the Stock Acquisition Date, beneficially owned
                  by an Acquiring Person or owned by any Person who subsequently
                  becomes an Acquiring Person

shall immediately become permanently null and void without any further action,
and any holder of such Rights shall thereupon have no right to exercise such
Rights under any provision of this Agreement or otherwise.

The Company shall use all reasonable efforts to ensure that the provisions of
this Section 7(e) and Section 4(b) of this Agreement are complied with, but
shall have no liability to any holder of Rights Certificates or other Person as
a result of its failure to make any determinations with respect to an Acquiring
Person or its Affiliates or transferees hereunder.

                  (f) Notwithstanding anything in this Agreement to the
contrary, neither the Rights Agent nor the Company shall be obligated to
undertake any action with respect to a registered holder of any Rights
Certificate upon the occurrence of any purported exercise thereof unless the
registered holder shall have:

                           (i) completed and signed the certificate contained in
                  the form of election to purchase set forth on the reverse side
                  of the Rights Certificate surrendered for exercise, and

                           (ii) provided such additional evidence of the
                  identity of the Beneficial Owner (or former or proposed
                  Beneficial Owner) or Affiliates thereof as the Company shall
                  reasonably request.

                  (g) Notwithstanding any other provision of this Agreement, in
the event that compliance with Article Seventh of the Company's Restated
Certificate of Incorporation would prohibit the Company from issuing shares or
similar units to the holder of any Rights upon exercise thereof, then, upon the
holder's presentation of the Rights Certificates therefor to the Rights Agent,
so long as the Rights shall not have become null and void pursuant to Section
7(e) hereof, the Company, at its option,

                           (i) may call a meeting of stockholders to obtain the
                  authorization required by Article Seventh, or



                                       13
<PAGE>

                           (ii) to the extent required by its Restated
                  Certificate of Incorporation, in lieu of issuing any shares of
                  Common Stock or similar units to the holder of those Rights,
                  the Company at its option may

                                    (A) cause the Rights Agent to deliver the
                           holder's Rights Certificates to the Company and the
                           Company shall sell, or cause to be sold, the Rights
                           represented thereby for the account of the holder and
                           promptly remit the net proceeds thereof to the
                           holder, or

                                    (B) provide fair value to the holder (as
                           determined by the Board of Directors in good faith,
                           which determination shall be conclusive for purposes
                           of this Agreement).

                  SECTION 8. CANCELLATION AND DESTRUCTION OF RIGHTS
CERTIFICATES. All Rights Certificates surrendered for the purpose of exercise,
transfer, split-up, combination or exchange shall, if surrendered to the Company
or any of its agents, be delivered to the Rights Agent for cancellation or in
cancelled form, or if surrendered to the Rights Agent, shall be cancelled by it,
and no Rights Certificates shall be issued in lieu thereof except as expressly
permitted by any of the provisions of this Rights Agreement. The Company shall
deliver to the Rights Agent for cancellation and retirement, and the Rights
Agent shall so cancel and retire, any other Rights Certificates purchased or
acquired by the Company otherwise than upon the exercise thereof. The Rights
Agent shall deliver all cancelled Rights Certificates to the Company, or shall,
at the written request of the Company, destroy the cancelled Rights
Certificates, and in such case shall deliver a certificate of destruction to the
Company.

                  SECTION 9. RESERVATION AND AVAILABILITY OF PREFERRED AND
COMMON STOCK. (a) The Company covenants and agrees that it will cause to be
reserved and kept available out of its authorized and unissued shares of
Preferred Stock or any authorized and issued shares of Preferred Stock held in
its treasury (and following the occurrence of a Triggering Event, out of its
authorized and unissued shares of Common Stock and/or other securities or out of
its authorized and issued shares of Common Stock and/or other securities held in
its treasury), the number of shares of Preferred Stock that will be sufficient
to permit the exercise in full of all outstanding Rights.

                  (b) The Company further covenants and agrees that so long as
the shares of Preferred Stock (and, following the occurrence of a Triggering
Event, shares of Common Stock and/or other securities) issuable upon the
exercise of the Rights may be listed on any national securities exchange, the
Company shall use its best efforts to cause, from and after such time as the
Rights become exercisable, all shares reserved for issuance to be listed on such
exchange upon official notice of issuance.

                  (c)      The Company shall use its best efforts to

                           (i) file, as soon as practicable following the
                  earlier of the Separation Date or as soon as is required by
                  law, a registration statement under the Securities Act of 1933


                                       14
<PAGE>

                  (the "Act"), with respect to the Preferred Stock purchasable
                  upon exercise of the Rights on an appropriate form,

                           (ii) cause the registration statement to become
                  effective as soon as practical after the filing, and

                           (iii) cause the registration statement to remain
                  effective (with a prospectus at all times meeting the
                  requirements of the Act) until the Expiration Date.

                  The Company will also take all action necessary to ensure
compliance with the securities laws of the various states in connection with the
exercisability of the Rights. The Company may temporarily suspend, for a period
of time not to exceed ninety (90) days after the date set forth in clause (i) of
the first sentence of this Section 9(c), the exercisability of the Rights in
order to prepare and file such registration statements and, if the suspension
extends beyond the Expiration Date, the Expiration Date shall be extended to the
end of the suspension. Upon any suspension of the registration statement, the
Company shall issue a public announcement stating that the exercisability of the
Rights has been temporarily suspended, as well as a public announcement at such
time as the suspension is no longer in effect. Notwithstanding any provision of
this Agreement to the contrary, the Rights shall not be exercisable in any
jurisdiction unless the requisite qualification in that jurisdiction shall have
been obtained.

                  (d) The Company covenants and agrees that it will take all
action to ensure that all shares of Preferred Stock delivered upon exercise of
Rights shall, at the time of delivery of the certificates for such shares
(subject to payment of the Purchase Price), be duly and validly authorized and
issued and fully paid and nonassessable shares.

                  (e) The Company further covenants and agrees that it will pay
when due and payable any and all federal and state transfer taxes and charges
which may be payable in respect of the issuance or delivery of the Rights
Certificates and of any certificates for shares of Preferred Stock upon the
exercise of Rights. The Company shall not, however, be required to pay any
transfer tax which may be payable in respect of any transfer or delivery of
Rights Certificates to a person other than, or the issuance or delivery of the
shares of Preferred Stock in respect of a name other than that of the registered
holder of the Rights Certificates evidencing Rights surrendered for exercise or
to issue or deliver any certificates for shares of Preferred Stock in a name
other than that of the registered holder upon the exercise of any Rights until
the tax payable by the holder of the Rights Certificate at the time of surrender
has been paid or until it has been established to the Company's satisfaction
that no tax is due.

                  SECTION 10. PREFERRED STOCK RECORD DATE. Each person in whose
name any certificate for shares of Preferred Stock is issued upon the exercise
of Rights shall for all purposes be deemed to have become the holder of record
of the shares of Preferred Stock represented thereby on, and the certificate
shall be dated, the date upon which the Rights Certificate evidencing the Rights
was duly surrendered and payment of the Purchase Price (and all applicable
transfer taxes) was made; provided, however, that if the date of surrender and


                                       15
<PAGE>

payment is a date upon which the Preferred Stock transfer books of the Company
are closed, such person shall be deemed to have become the record holder of the
shares on, and the certificate shall be dated, the next succeeding Business Day
on which the Preferred Stock transfer books of the Company are open.

                  SECTION 11. THE FLIP-IN. (a) In the event any Person shall
become an Acquiring Person, then subject to the provisions of Section 24 of this
Agreement proper provision shall be made so that each holder of a Right, except
as provided below and in Sections 7(e) hereof, shall thereafter have a right to
receive, upon exercise of the Right at the then current Purchase Price in
accordance with the terms of this Agreement, in lieu of shares of Preferred
Stock, such number of shares of Common Stock of the Company as shall equal the
result obtained by (x) multiplying the then current Purchase Price by the then
number of one one-hundredths of a share of Preferred Stock for which a Right was
exercisable on the date on which the first of the events listed above in this
subparagraph (a) occurs and dividing that product by (y) 50% of the Current
Market Price per share of the Common Stock on the date of the first occurrence
of a Flip-In Event (such number of shares being herein referred to as the
"Adjustment Shares").

                  (b) In the event that there shall not be sufficient issued but
not outstanding and authorized but unissued shares of Common Stock to permit the
exercise in full of the Rights in accordance with the foregoing subparagraph
(a), the Company shall take all action to authorize additional shares of Common
Stock for issuance upon exercise of the Rights; provided, however, if the
Company is unable to cause the authorization of a sufficient number of
additional shares of Common Stock, then, in the event the Rights become
exercisable, the Company, with respect to each Right and to the extent necessary
and permitted by applicable law and any agreements or instruments in effect on
the date hereof to which it is a party shall, upon the exercise of such Rights:

                           (i) pay an amount in cash equal to the excess of (A)
                  the product of (1) the number of Adjustment Shares, multiplied
                  by (2) the Current Market Price of the Common Stock (such
                  product being herein referred to as the Current Value), over
                  (B) the Purchase Price, in lieu of issuing shares of Common
                  Stock and requiring payment therefor, or

                           (ii) issue cash, debt or equity securities, or a
                  combination thereof, having a value equal to the Current Value
                  with the Current Value for this purpose being determined by a
                  recognized investment banking firm selected by the Board of
                  Directors of the Company.

                  To the extent that the Company determines that some action
need be taken pursuant to clauses (i) or (ii) of the proviso of this Section
11(b), a majority of the Board of Directors may suspend the exercisability of
the Rights for a period of up to forty-five (45) days following the date on
which the first of the events listed in Section 11(ii) of this Agreement shall
have occurred, in order to decide the appropriate form of distribution to be
made pursuant to the above proviso and to determine the value made pursuant to
the above proviso and to determine the value thereof and, if the suspension


                                       16
<PAGE>

extends beyond the Expiration Date, the Expiration Date shall be extended to the
end of the suspension. In the event of any suspension, the Company shall issue a
public announcement stating that the exercisability of the Rights has been
temporarily suspended, as well as a public announcement at the time the
suspension is no longer in effect.

                  SECTION 12.  THE FLIP-OVER.
                               -------------

                           (a) In the event that, following the Separation Date,
                  directly or indirectly,

                                    (w) the Company shall consolidate with, or
                           merge with and into, any other Person,

                                    (x) any Person shall consolidate with the
                           Company, or merge with and into the Company and the
                           Company shall be the continuing or surviving
                           corporation of the merger and, in connection with the
                           merger, all or part of the shares of Common Stock
                           shall be changed into or exchanged for stock or other
                           securities of any other Person or cash or any other
                           property,

                                    (y) the Company shall effect a share
                           exchange in which all or part of the Common Stock of
                           the Company shall be changed into (including, without
                           limitation, any conversion into or exchange for)
                           securities of any other Person, cash or any other
                           property, or

                                    (z) the Company shall sell, lease, mortgage
                           or otherwise transfer (or one or more of its
                           Subsidiaries shall sell, mortgage or otherwise
                           transfer), in one or more transactions, assets or
                           earning power aggregating more than 50% of the assets
                           or earning power of the Company and its Subsidiaries
                           (taken as a whole) to any other Person or Persons,
                           then, and in each such case,

                            (i) each holder of a Right, except as provided in
                  Section 7(e) hereof, shall thereafter have the right to
                  receive, upon the exercise thereof at the then current
                  Purchase Price in accordance with the terms of this Agreement,
                  such number of shares of freely tradeable common stock of the
                  Principal Party (as hereinafter defined), free and clear of
                  any lien, encumbrance or other adverse claim, as shall be
                  equal to the result obtained by (1) multiplying the then
                  current Purchase Price by the number of one one-hundredths of
                  a share of Preferred Stock for which a Right was exercisable
                  on the date on which the first events listed in Section 11(a)
                  occurs (or the number of one one-hundredths of a share of
                  Preferred Stock for which a Right was exercisable immediately
                  prior to the occurrence of the Flip-In Event if a Flip-In
                  Event has previously occurred) and dividing that product by


                                       17
<PAGE>

                  (2) 50% of the Current Market Price per share of the common
                  stock of such Principal Party on the date of consummation of
                  the Flip-Over Event;

                           (ii) such Principal Party shall thereafter be liable
                  for, and shall assume, by virtue of the Flip-Over Event, all
                  the obligations and duties of the Company pursuant to this
                  Agreement;

                           (iii) the term "Company" shall thereafter be deemed
                  to refer to such Principal Party, it being specifically
                  intended that the provisions of Section 13 hereof shall apply
                  to such Principal Party;

                           (iv) such Principal Party shall take such steps
                  (including, but not limited to, the reservation of a
                  sufficient number of shares of its common stock) in connection
                  with the consummation as may be necessary to assure that the
                  provisions hereof shall thereafter be applicable, as nearly as
                  reasonably may be, in relation to its shares of common stock
                  thereafter deliverable upon the exercise of the Rights; and

                           (v) the provisions of Section 11 hereof shall be of
                  no effect following the first occurrence of any Flip-Over
                  Event.

                  "PRINCIPAL PARTY" shall mean:

                           (i) in the case of any transaction described in (w),
                  (x), or (y) of the first sentence of this Section 12, the
                  Person that is the issuer of any securities into which shares
                  of Common Stock of the Company are converted in such merger,
                  consolidation or other business combination, and if no
                  securities are so issued, the Person that is the other party
                  to the merger, consolidation or other business combination;
                  and

                           (ii) in the case of any transaction described in (z)
                  of the first sentence in this Section 12, the Person that is
                  the Person receiving the greatest portion of the assets or
                  earning power transferred pursuant to such transaction or
                  transactions;

                  provided, however, that in any case, (1) if the common stock
of such Person is not then and has not been continuously over the preceding
12-month period registered under the Exchange Act, as then in effect, and such
Person is a direct or indirect Subsidiary of another Person the common stock of
which is and has been so registered, "Principal Party" shall refer to such other
Person; and (2) in case such Person is a Subsidiary, directly or indirectly, of
more than one Person, the common stocks of two or more of which are and have
been so registered, "Principal Party" shall refer to whichever of the Persons is
the issuer of the common stock having the greatest aggregate market value.



                                       18
<PAGE>

                  (b) The Company shall not consummate any Flip-Over Event
unless prior thereto the Company and each Principal Party and each other Person
who may become a Principal Party shall have executed and delivered to the Rights
Agent a supplemental agreement providing for the terms set forth in paragraphs
(a) and (b) of this Section 12 and further providing that, as soon as
practicable after the date of any Flip-Over Event, the Principal Party will:

                           (i) prepare and file at its own expense a
                  registration statement under the Act with respect to the
                  Rights and the securities purchasable upon exercise of the
                  Rights on an appropriate form, use its best efforts to cause
                  such registration statement to become effective as soon as
                  practicable after such filing and use its best efforts to
                  cause such registration statement to remain effective (with a
                  prospectus at all times meeting the requirements of the Act)
                  until the Expiration Date; and

                           (ii) deliver to holders of the Rights historical
                  financial statements for the Principal Party and each of its
                  Affiliates which comply in all respects with the requirements
                  for registration on Form 10 under the Exchange Act.

                  The Principal Party shall temporarily suspend, for a period of
time not to exceed ninety (90) days following the occurrence of a Flip-Over
Event, the exercisability of the Rights in order to prepare and file the
registration statement referred to in clause (i) above, and, if the suspension
extends beyond the Expiration Date, the Expiration Date shall be extended to the
end of the suspension. The provisions of this Section 12 shall similarly apply
to successive Flip-Over Events. In the event that a Flip-Over Event shall occur
at any time after the occurrence of a Flip-In Event, the Rights which have not
theretofore been exercised shall thereafter become exercisable in the manner
described in Section 12(a).

                  SECTION 13. ADJUSTMENT OF PURCHASE PRICE, NUMBER AND KIND OF
SHARES OR NUMBER OF RIGHTS. The Purchase Price, the number and kind of shares
covered by each Right and the number of Rights outstanding are subject to
adjustment from time to time as provided in this Section 13 or as otherwise
provided in this Agreement.

                  (a) In the event the Company shall at any time after the date
of this Agreement (A) declare a dividend on the Preferred Stock payable in
shares of Preferred Stock, (B) subdivide the outstanding Preferred Stock, (C)
combine the outstanding Preferred Stock into a smaller number of shares, or (D)
issue any shares of its capital stock in a reclassification of the Preferred
Stock (including any reclassification in connection with a consolidation or
merger in which the Company is the continuing or surviving corporation), except
as otherwise provided in this Section 13(a), the Purchase Price in effect at the
time of the record date for the dividend or of the effective date of the
subdivision, combination or reclassification, and the number and kind of shares
of capital stock issuable on such date, shall be proportionately adjusted so
that the holder of any Rights exercised after such time shall be entitled to
receive the aggregate number and kind of shares of capital stock which, if the
Rights had been exercised immediately prior to such date and at a time when the


                                       19
<PAGE>

Preferred Stock transfer books of the Company were open, the holder would have
owned upon such exercise and been entitled to receive by virtue of such
dividend, subdivision, combination or reclassification. If an event occurs which
would require an adjustment under both Section 11(a) hereof and this Section
13(a), the adjustment provided for in this Section 13(a) shall be in addition
to, and shall be made prior to any adjustment required pursuant to Section
11(a).

                  (b) If the Company shall fix a record date for the issuance of
rights, options or warrants to all holders of Preferred Stock entitling them to
subscribe for or purchase (for a period expiring within forty-five (45) calendar
days after such record date) Preferred Stock (or shares having the same rights,
privileges and preferences as the shares of Preferred Stock ("equivalent
preferred stock")) or securities convertible into Preferred Stock or equivalent
preferred stock at a price per one one-hundredth of a share of Preferred Stock
or per share of equivalent preferred stock (or having a conversion price per
share, if a security convertible into Preferred Stock or equivalent preferred
stock) less than the Current Market Price per one one-hundredth of a share of
Preferred Stock on such record date, the Purchase Price to be in effect after
such record date shall be determined by multiplying the Purchase Price in effect
immediately prior to such record date by a fraction, the numerator of which
shall be the number of one one-hundredths of shares of Preferred Stock
outstanding on such record date, plus the number of one one-hundredths of shares
of Preferred Stock which the aggregate offering price of the total number of one
one-hundredths of shares of Preferred Stock and/or equivalent preferred stock so
to be offered (and/or the aggregate initial conversion price of the convertible
securities so to be offered) would purchase at such current market price and the
denominator of which shall be the number of one one-hundredths of shares of
Preferred Stock outstanding on such record date, plus the number of additional
one one-hundredths of shares of Preferred Stock and/or equivalent preferred
stock to be offered for subscription or purchase (or into which the convertible
securities so to be offered are initially convertible). If the subscription
price may be paid in a consideration part or all of which shall be in a form
other than cash, the value of the consideration shall be as determined in good
faith by the Board of Directors of the Company, whose determination shall be
described in a statement filed with the Rights Agent and shall be binding on the
Rights Agent. Shares of Preferred Stock owned by or held for the account of the
Company shall not be deemed outstanding for the purpose of any such computation.
Such adjustment shall be made successively whenever such a record date is fixed
and in the event that such rights or warrants are not so issued, the Purchase
Price shall be adjusted to be the Purchase Price which would then be in effect
if such record date had not been fixed.

                  (c) In case the Company shall fix a record date for a
distribution to all holders of Preferred Stock (including any distribution made
in connection with a consolidation or merger in which the Company is the
continuing corporation) of evidences of indebtedness, cash (other than a regular
quarterly cash dividend out of the earnings or retained earnings of the
Company), assets (other than a dividend payable in Preferred Stock, but
including any dividend payable in stock other than Preferred Stock), or
subscription rights or warrants (excluding those referred to in Section 13(b)),
the Purchase Price after such record date shall be determined by multiplying the
Purchase Price in effect immediately prior to such record date by a fraction,
the numerator of which shall be the Current Market Price per one one-hundredth


                                       20
<PAGE>

of a share of the Preferred Stock on such record date, less the fair market
value (as determined in good faith by the Board of Directors of the Company,
whose determination shall be described in a statement filed with the Rights
Agent) of the portion of the cash, assets, or evidences of indebtedness to be
distributed or of such subscription rights or warrants applicable to one
one-hundredth of a share of Preferred Stock and the denominator of which shall
be such current market price per one one-hundredth of a share of the Preferred
Stock. Such adjustments shall be made successively whenever such a record date
is fixed; and in the event that such distribution is not so made, the Purchase
Price shall again be adjusted to be the Purchase Price which would be in effect
if such record date had not been fixed.

                  (d) Anything herein to the contrary notwithstanding, no
adjustment in the Purchase Price shall be required unless such adjustment would
require an increase or decrease of at least one percent (1%) in the Purchase
Price; provided, however, that any adjustments which by reason of this Section
13(d) are not required to be made shall be carried forward and taken into
account in any subsequent adjustment. All calculations under this Section 13
shall be made to the nearest cent or to the nearest ten-thousandth of a share of
Common Stock or other share of one-millionth of a share of Preferred Stock, as
the case may be. Notwithstanding the first sentence of this Section 13(d), any
adjustment required by this Section 13 shall be made no later than the earlier
of:

                           (i) three (3) years from the date of the transaction
                  which mandates such adjustment or

                           (ii) the Expiration Date.

                  (e) If, as a result of an adjustment made pursuant to Section
11(a), the holder of any Rights thereafter exercised shall become entitled to
receive any shares of capital stock of the Company, other than Preferred Stock,
thereafter the number of such other shares so receivable upon exercise of any
Rights shall be subject to adjustment from time to time in a manner and on terms
as nearly equivalent as practicable to the provisions with respect to the shares
contained in Sections 13(a) through (c), inclusive, and the provisions of
Sections 7, 9, 10, 12 and 14 hereof with respect to the Preferred Stock shall
apply on like terms to any other shares.

                  (f) All Rights originally issued by the Company subsequent to
any adjustment made to the Purchase Price hereunder shall evidence the right to
purchase, at the adjusted Purchase Price, the number of shares of Preferred
Stock purchasable from time to time hereunder upon exercise of the Rights, all
subject to further adjustment as provided herein.

                  (g) Unless the Company shall have exercised its election as
provided in Section 13(h), upon each adjustment of the Purchase Price as a
result of the calculations made in Sections 13(b) and (c), each Right
outstanding immediately prior to the making of such adjustment shall thereafter
evidence the right to purchase, at the adjusted Purchase Price, that number, of
one one-hundredths of a share of Preferred Stock (calculated to the nearest
one-millionth) obtained by:



                                       21
<PAGE>

                           (i) multiplying (x) the number of one one-hundredths
                  of a share covered by a Right immediately prior to this
                  adjustment by (y) the Purchase Price in effect immediately
                  prior to such adjustment of the Purchase Price, and

                           (ii) dividing the product so obtained by the Purchase
                  Price in effect immediately after such adjustment of the
                  Purchase Price.

                  (h) The Company may elect on or after the date of any
adjustment of the Purchase Price to adjust the number of Rights, in substitution
for any adjustment in the number of shares of Preferred Stock purchasable upon
the exercise of a Right. Each of the Rights outstanding after the adjustment in
the number of Rights shall be exercisable for the number of one one-hundredths
of a share of Preferred Stock for which a Right was exercisable immediately
prior to such adjustment. Each Right held of record prior to such adjustment of
the number of Rights shall become that number of Rights (calculated to the
nearest one-millionth) obtained by dividing the Purchase Price in effect
immediately prior to adjustment of the Purchase Price by the Purchase Price in
effect immediately after adjustment of the Purchase Price. The Company shall
make a public announcement of its election to adjust the number of Rights,
indicating the record date for the adjustment, and, if known at the time, the
amount of the adjustment to be made. This record date may be the date on which
the Purchase Price is adjusted or any day thereafter, but, if the Rights
Certificates have been issued, shall be at least ten (10) days later than the
date of the public announcement. If Rights Certificates have been issued, upon
each adjustment of the number of Rights pursuant to this Section 13(h), the
Company shall, as promptly as practicable, cause to be distributed to holders of
record of Rights Certificates on such record date Rights Certificates
evidencing, subject to Section 14 hereof, the additional Rights to which such
holders shall be entitled as a result of such adjustment, or, at the option of
the Company, shall cause to be distributed to such holders of record in
substitution and replacement for the Rights Certificates held by such holders
prior to the date of adjustment, and upon surrender thereof, if required by the
Company, new Rights Certificates evidencing all the Rights to which such holders
shall be entitled after such adjustment. Rights Certificates so to be
distributed shall be issued, executed and countersigned in the manner provided
for herein (and may bear, at the option of the Company, the adjusted Purchase
Price) and shall be registered in the names of the holders of record of Rights
Certificates on the record date specified in the public announcement.

                  (i) Irrespective of any adjustment or change in the Purchase
Price or the number of one one-hundredths of a share of Preferred Stock issuable
upon the exercise of the Rights, the Rights Certificates theretofore and
thereafter issued may continue to express the Purchase Price per share and the
number of shares which were expressed in the initial Rights Certificates issued
hereunder.

                  (j) Before taking any action that would cause an adjustment
reducing the Purchase Price below the par value of the shares of Preferred Stock
issuable upon exercise of the Rights, the Company shall take any corporate
action which may, in the opinion of its counsel, be necessary in order that the


                                       22
<PAGE>

Company may validly and legally issue fully paid and nonassessable shares of
Preferred Stock at such adjusted Purchase Price.

                  (k) In any case in which this Section 13 shall require that an
adjustment in the Purchase Price be made effective as of a record date for a
specified event, the Company may elect to defer until the occurrence of such
event the issuance to the holder of any Rights exercised after such record date
the shares of Preferred Stock and other capital stock or securities of the
Company, if any, issuable upon such exercise over and above the shares of
Preferred Stock and other capital stock or securities of the Company, if any,
issuable upon such exercise on the basis of the Purchase Price in effect prior
to such adjustment; provided, however, that the Company shall deliver to such
holder a due bill or other appropriate instrument evidencing such holder's right
to receive such additional shares upon the occurrence of the event requiring
such adjustment.

                  (l) Anything in this Section 13 to the contrary
notwithstanding, the Company shall be entitled to make such reductions in the
Purchase Price, in addition to those adjustments expressly required by this
Section 13, as and to the extent that in its sole discretion the Company shall
determine to be advisable in order that any:

                           (i) consolidation or subdivision of the Preferred
                  Stock,

                           (ii) issuance wholly for cash of any shares of
                  Preferred Stock at less than the Current Market Price,

                           (iii) issuance wholly for cash of shares of Preferred
                  Stock or securities which by their terms are convertible into
                  or exchangeable for shares of Preferred Stock,

                           (iv) stock dividends, or

                           (v) issuance of rights, options or warrants referred
                  to in this Section 13, hereafter made by the Company to
                  holders of its Preferred Stock,

                  shall, if practicable, not be taxable to such stockholders.

                  (m) The Company covenants and agrees that it shall not at any
time after the Separation Date:

                           (i) consolidate with,

                           (ii) merge with or into, or

                           (iii) sell or transfer to, in one or more
                  transactions, assets or earning power aggregating more than
                  fifty percent (50%) of the assets or earning power of the
                  Company and its Subsidiaries taken as a whole, any other
                  Person if at the time of or immediately after such


                                       23
<PAGE>

                  consolidation, merger or sale there are any rights, warrants
                  or other instruments or securities outstanding or agreements
                  in effect which would substantially diminish or otherwise
                  eliminate the benefits intended to be afforded by the Rights.

                  (n) The Company covenants and agrees that, after the Stock
Acquisition Date, it will not, except as permitted by Section 23 or Section 27
hereof, take any action the purpose or effect of which is to diminish
substantially or otherwise eliminate the benefits intended to be afforded by the
Rights, unless such action is approved by a majority of the Board of Directors.

                  (o) Anything in this Agreement to the contrary
notwithstanding, in the event that the Company shall at any time prior to the
Separation Date:

                           (i) declare a dividend or distribution on the
                  outstanding shares of Common Stock payable in shares of Common
                  Stock,

                           (ii) subdivide the outstanding shares of Common
                  Stock, or

                           (iii) combine the outstanding shares of Common Stock
                  into a smaller number of shares,

the number of Rights associated with each share of Common Stock then
outstanding, or issued or delivered thereafter but prior to the Separation Date,
shall be proportionately adjusted so that the number of Rights thereafter
associated with each share of Common Stock following the event shall equal the
result obtained by multiplying the number of Rights associated with each share
of Common Stock immediately prior to such event by a fraction, (1) the numerator
of which shall be the total number of shares of Common Stock outstanding
immediately prior to the occurrence of the event, and (2) the denominator of
which shall be the total number of shares of Common Stock outstanding
immediately following the occurrence of such event.

                  (p) Whenever an adjustment is made as provided in Sections 11,
12 and 13 hereof, the Company shall (A) promptly prepare a certificate setting
forth such adjustment and a brief statement of the facts accounting for such
adjustment, (B) promptly file with the Rights Agent and with each transfer agent
for the Preferred Stock and the Common Stock a copy of such certificate and (C)
mail a brief summary thereof to each holder of a Rights Certificate in
accordance with Section 26 hereof. The Rights Agent shall be fully protected in
relying on the certificate and on any adjustment therein contained.

                  SECTION 14. FRACTIONAL RIGHTS AND FRACTIONAL SHARES. (a) The
Company shall not be required to issue fractions of Rights or to distribute
Rights Certificates which evidence fractional Rights. In lieu of fractional
Rights, there shall be paid to the registered holders of the Rights Certificates
with regard to which fractional Rights would otherwise be issuable, an amount in
cash equal to the same fraction of the Current Market Price of a whole Right as
of the date on which such fractional Rights would have been otherwise issuable.



                                       24
<PAGE>

                  (b) The Company shall not be required to issue fractions of
shares of Preferred Stock (other than fractions which are integral multiples of
one one-hundredth of a share of Preferred Stock) upon exercise of the Rights or
to distribute certificates which evidence fractional shares of Preferred Stock
(other than fractions which are integral multiples of one one-hundredth of a
share of Preferred Stock). In lieu of fractional shares of Preferred Stock that
are not integral multiples of one one-hundredth of a share of Preferred Stock,
the Company may pay to the registered holders of Rights Certificates at the time
such Rights are exercised as herein provided an amount in cash equal to the same
fraction of the Current Market Price of one one-hundredth of a share of
Preferred Stock as of the date of exercise.

                  (c) The holder of a Right by the acceptance of the Rights
expressly waives his right to receive any fractional Rights or any fractional
shares upon exercise of a Right.

                  SECTION 15. RIGHTS OF ACTION. All rights of action in respect
of this Agreement are vested in the respective registered holders of the Rights
Certificates (and, prior to the Separation Date, the registered holders of the
Common Stock); and any registered holder of any Rights Certificate (or, prior to
the Separation Date, of the Common Stock) without the consent of the Rights
Agent or of the holder of any other Rights Certificate (or, prior to the
Separation Date, of the Common Stock) may, in its own behalf and for its own
benefit, enforce, and may institute and maintain any suit, action or proceeding
against the Company to enforce, or otherwise act in respect of, its right to
exercise the Rights evidenced by such Rights Certificate in the manner provided
in such Rights Certificate and in this Agreement. Without limiting the foregoing
or any remedies available to the holders of Rights, it is specifically
acknowledged that the holders of Rights would not have an adequate remedy at law
for any breach of this Agreement and shall be entitled to specific performance
of the obligations hereunder and injunctive relief against actual or threatened
violations of the obligations hereunder of any Person subject to this Agreement.

                  SECTION 16. AGREEMENT OF RIGHTS HOLDERS. Every holder of a
Right by accepting the Right consents and agrees with the Company and the Rights
Agent and with every other holder of a Right that:

                  (a) prior to the Separation Date, the Rights will be
transferable only in connection with the transfer of Common Stock;

                  (b) after the Separation Date, the Rights Certificates are
transferable only on the registry books of the Rights Agent if surrendered at
the principal corporate trust office of the Rights Agent, duly endorsed or
accompanied by a proper instrument of transfer;

                  (c) the Company and the Rights Agent may deem and treat the
person in whose name a Rights Certificate (or, prior to the Separation Date, the
associated Common Stock certificate) is registered as the absolute owner thereof
and of the Rights evidenced thereby (notwithstanding any notations of ownership
or writing on the Rights Certificates or the associated Common Stock certificate
made by anyone other than the Company or the Rights Agent) for all purposes
whatsoever, and neither the Company nor the Rights Agent shall be affected by
any notice to the contrary; and



                                       25
<PAGE>

                  (d) notwithstanding anything in this Agreement to the
contrary, neither the Company nor the Rights Agent shall have any liability to
any holder of a Right or other Person as a result of its inability to perform
any of its obligations under this Agreement by reason of any preliminary or
permanent injunction or other order, decree or ruling issued by a court of
competent jurisdiction or by a governmental, regulatory or administrative agency
or commission, or any statute, rule, regulation or executive order promulgated
or enacted by any governmental authority prohibiting or otherwise restraining
performance of such obligation; provided, however, the Company must use its best
efforts to have any such order, decree or ruling lifted or otherwise overturned.

                  SECTION 17. RIGHTS CERTIFICATE HOLDER NOT DEEMED A
STOCKHOLDER. Except as otherwise expressly provided in this Agreement, no
holder, of any Rights Certificate shall be entitled to vote, receive dividends
or be deemed for any purpose the holder of the shares of Preferred Stock or any
other securities of the Company which may at any time be issuable on the
exercise of the Rights represented thereby, nor shall anything contained herein
or in any Rights Certificate be construed to confer upon the holder of any
Rights Certificate, any of the rights of a stockholder of the Company or any
right to vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold consent to any
corporate action, or to receive notice of meetings or other actions affecting
stockholders, or to receive dividends or subscription rights, or otherwise,
until the Right or Rights evidenced by the Rights Certificate shall have been
exercised in accordance with the provisions hereof.

                  SECTION 18. CONCERNING THE RIGHTS AGENT. The Company agrees to
pay to the Rights Agent reasonable compensation for all services rendered by it
hereunder and, from time to time, on demand of the Rights Agent, its reasonable
expenses and counsel fees and disbursements and other disbursements incurred in
the administration and execution of this Agreement and the exercise and
performance of its duties hereunder. The Company also agrees to indemnify the
Rights Agent for, and to hold it harmless against, any loss, liability, or
expense, incurred without gross negligence, bad faith or willful misconduct on
the part of the Rights Agent, for anything done or omitted by the Rights Agent
in connection with the acceptance and administration of this Agreement,
including the costs and expenses of defending against any claim of liability in
the premises. The indemnification provided for hereunder shall survive the
expiration of the Rights and the termination of this Agreement.

                  The Rights Agent shall be protected and shall incur no
liability for or in respect of any action taken, suffered or omitted by it in
connection with its administration of this Agreement in reliance upon any Rights
Certificate or certificate for Common Stock or for other securities of the
Company, instrument of assignment or transfer, power of attorney, endorsement,
affidavit, letter, notice, direction, consent, certificate, statement, or other
paper or document believed by it to be genuine and to be signed, executed and,
where necessary, verified or acknowledged, by the proper Person or Persons, or
otherwise upon the advice of counsel as set forth in Section 20 hereof.



                                       26
<PAGE>

                  SECTION 19. MERGER OR CONSOLIDATION OR CHANGE OF NAME OF
RIGHTS AGENT. Any corporation into which the Rights Agent or any successor
Rights Agent may be merged or with which it may be consolidated, or any
corporation resulting from any merger or consolidation to which the Rights Agent
or any successor Rights Agent shall be a party, or any corporation succeeding to
the corporate trust business of the Rights Agent or any successor Rights Agent,
shall be the successor to the Rights Agent under this Agreement without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, provided that such corporation would be eligible for appointment
as a successor Rights Agent under the provisions of Section 21 hereof. In case
at the time such successor Rights Agent shall succeed to the agency created by
this Agreement, and any of the Rights Certificates shall have been countersigned
but not delivered, any such Successor Rights Agent may adopt the
countersignature of predecessor Rights Agent and deliver such Rights
Certificates so countersigned; and in case at that time any of the Rights
Certificates shall not have been countersigned, any successor Rights Agent may
countersign such Rights Certificates either in the name of the predecessor or in
the name of the successor Rights Agent; and in all such cases the Rights
Certificates shall have the full force provided in the Rights Certificates and
in this Agreement.

                  In case at any time the name of the Rights Agent shall be
changed and at such time any of the Rights Certificates shall have been
countersigned but not delivered, the Rights Agent may adopt the countersignature
under its prior name and deliver Rights Certificates so countersigned; and in
case at that time any of the Rights certificates shall not have been
countersigned, the Rights Agent may countersign such Rights Certificates either
in its prior name or in its changed name; and in all the cases such Rights
Certificates shall have the full force provided in the Rights Certificates and
in this Agreement.

                  SECTION 20. DUTIES OF RIGHTS AGENT. The Rights Agent
undertakes the duties and obligations imposed by this Agreement upon the
following terms and conditions, by all of which the Company and the holders of
Rights Certificates, by their acceptance thereof, shall be bound:

                  (a) The Rights Agent may consult with legal counsel (who may
be legal counsel for the Company), and the opinion of such counsel shall be full
and complete authorization and protection to the Rights Agent as to any action
taken or omitted by it in good faith and in accordance with such opinion.

                  (b) Whenever in the performance of its duties under this
Agreement the Rights Agent shall deem it necessary or desirable that any fact or
matter (including, without limitation, the identity of any Acquiring Person) be
proved or established by the Company prior to taking or suffering any action
hereunder, such fact or matter (unless other evidence in respect thereof be
herein specifically prescribed) may be deemed to be conclusively proved and
established by a certificate signed by the Chairman of the Board, the President,
any Vice President, the Treasurer, any Assistant Treasurer, the Secretary or any
Assistant Secretary of the Company and delivered to the Rights Agent; and such
certificate shall be full authorization to the Rights Agent, for any action


                                       27
<PAGE>

taken or suffered in good faith by it under the provisions of this Agreement in
reliance upon such certificate.

                  (c) The Rights Agent shall be liable hereunder only for its
own gross negligence, bad faith or willful misconduct.

                  (d) The Rights Agent shall not be liable for or by reason of
any of the statements of facts or recitals contained in this Agreement or in the
Rights Certificates or be required to verify the same (except as to its
countersignature on such Rights Certificates), but all such statements and
recitals are and shall be deemed to have been made by the Company only.

                  (e) The Rights Agent shall not be under any responsibility in
respect of the validity of this Agreement or the execution and delivery hereof
(except the due execution hereof by the Rights Agent) or in respect of the
validity or execution of any Rights Certificate (except its countersignature
thereof); nor shall it be responsible for any breach by the Company of any
covenant or condition contained in this Agreement or in any Rights Certificate;
nor shall it be responsible for any change in the exercisability of the Rights
(including the rights becoming void pursuant to Section 7(e) hereof or any other
provision) or adjustment required under the provisions of Sections 11 or 13
hereof or responsible for the manner, method or amount of any such adjustment or
the ascertaining of the existence of facts that would require any such
adjustment (except with respect to the exercise of Rights evidenced by Rights
Certificates after actual notice of any such adjustment); nor shall it by any
act hereunder be deemed to make any representation or warranty as to the
authorization or reservation of any shares of Common Stock or Preferred Stock to
be issued pursuant to this Agreement or any Rights Certificate or as to whether
any shares of Common Stock or Preferred Stock will, when so issued, be validly
authorized and issued, fully paid and nonassessable.

                  (f) The Company agrees that it will perform, execute,
acknowledge and deliver or cause to be performed, executed, acknowledged and
delivered all such further and other acts, instruments and assurances as may
reasonably be required by the Rights Agent for the carrying out or performing by
the Rights Agent of the provisions of this Agreement.

                  (g) The Rights Agent is hereby authorized and directed to
accept instructions with respect to the performance of its duties hereunder from
the Chairman of the Board, the President, any Vice President, the Secretary, any
Assistant Secretary, the Treasurer or any Assistant Treasurer of the Company,
and to apply to such officers for advice or instructions in connection with its
duties, and it shall not be liable for any action taken or suffered to be taken
by it in good faith in accordance with instructions of any such officer or for
any delay in acting while waiting for those instructions. Any application by the
Rights Agent for written instructions from the Company may, at the option of the
Rights Agent, set forth in writing any action proposed to be taken or omitted by
the Rights Agent under this Rights Agreement and the date on and/or after which
such action shall be taken or such omission shall be effective. The Rights Agent
shall not be liable for any action taken by, or omission of, the Rights Agent in
accordance with a proposal included in any application on or after the date
specified in such application (which date shall not be less than five (5)


                                       28
<PAGE>

Business Days after the date any officer of the Company actually receives such
application, unless prior to taking any action (or effective date in the case of
an omission), the Rights Agent shall have received written instructions in
response to such application specifying the action to be taken or omitted.

                  (h) The Rights Agent and any stockholder, director, officer or
employee of the Rights Agent may buy, sell or deal in any of the Rights or other
securities of the Company or become pecuniarily interested in any transaction in
which the Company may be interested, or contract with or lend money to the
Company or otherwise act as fully and freely as though it were not Rights Agent
under this Agreement. Nothing herein shall preclude the Rights Agent from acting
in any other capacity for the Company or for any other legal entity.

                  (i) The Rights Agent may execute and exercise any of the
rights or powers hereby vested in it or perform any duty hereunder either itself
or by or through its attorneys or agents, and the Rights Agent shall not be
answerable or accountable for any act, default, neglect or misconduct of any
such attorneys or agents or for any loss to the Company resulting from any such
act, default, neglect or misconduct provided reasonable care was exercised in
the selection and continued employment thereof.

                  (j) No provision of this Agreement shall require the Rights
Agent to expend or risk its own funds or otherwise incur any financial liability
in the performance of any of its duties hereunder or in the exercise of its
rights if there shall be reasonable grounds for believing that repayment of such
funds or adequate indemnification against such risk or liability is not
reasonably assured to it.

                  (k) The Rights Agent shall not be required to take notice or
be deemed to have notice of any fact event or determination under the Rights
Agreement unless and until the Rights Agent shall be specifically notified in
writing by the Company of such fact, event or determination.

                  SECTION 21. CHANGE OF RIGHTS AGENT. The Rights Agent or any
successor Rights Agent may resign and be discharged from its duties under this
Agreement upon thirty (30) days' notice in writing mailed to the Company, and to
each transfer agent of the Common Stock and Preferred Stock by registered or
certified mail, and to the holders of the Rights Certificates by first-class
mail. The Company may remove the Rights Agent or any successor Rights Agent upon
thirty (30) days' notice in writing, mailed to the Rights Agent or successor
Rights Agent, as the case may be, and to each transfer agent of the Common Stock
and Preferred Stock, by registered or certified mail, and to the holders of the
Rights Certificates by first-class mail. If the Rights Agent shall resign or be
removed or shall otherwise become incapable of acting, the Company shall appoint
a successor to the Rights Agent. If the Company shall fail to make such
appointment within a period of thirty (30) days after giving notice of such
removal or after it has been notified in writing of such resignation or
incapacity by the resigning or incapacitated Rights Agent or by the holder of a
Rights Certificate (who shall, with such notice, submit his Rights Certificate
for inspection by the Company), then the registered holder of any Rights
Certificate may apply to any court of competent jurisdiction for the appointment


                                       29
<PAGE>

of a new Rights Agent. Any successor Rights Agent, whether appointed by the
Company or by such a court, shall be a corporation organized and doing business
under the laws of the United States or of any state of the United States so long
as such corporation is authorized to do business as a banking institution in the
states of Ohio or Kentucky, in good standing, having a principal office in the
state of Kentucky, which is authorized under such laws to exercise corporate
trust powers and is subject to supervision or examination by federal or state
authority and which has at the time of its appointment as Rights Agent a
combined capital and surplus of at least $100,000,000. After appointment, the
successor Rights Agent shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named as Rights Agent without
further act or deed; but the predecessor Rights Agent shall deliver and transfer
to the successor Rights Agent any property at the time held by it hereunder, and
execute and deliver any further assurance, conveyance, act or deed necessary for
the purpose. Not later than the effective date of any such appointment the
Company shall file notice thereof in writing with the predecessor Rights Agent
and each transfer agent of the Common Stock and the Preferred Stock, and mail a
notice thereof in writing to the registered holders of the Rights Certificates.
Failure to give any notice provided for in this Section 21, however, or any
defect therein, shall not affect the legality or validity of the resignation or
removal of the Rights Agent or the appointment of the successor Rights Agent, as
the case may be.

                  SECTION 22. ISSUANCE OF NEW RIGHTS CERTIFICATES.
Notwithstanding any of the provisions of this Agreement or of the Rights to the
contrary, the Company may, at its option, issue new Rights Certificates
evidencing Rights in such form as may be approved by its Board of Directors to
reflect any adjustment or change in the Purchase Price per share and the number
or kind or class of shares or other securities or property purchasable under the
Rights Certificates made in accordance with the provisions of this Agreement.

                  SECTION 23. REDEMPTION AND TERMINATION. (a) The Board of
Directors of the Company may, at its option, at any time prior to 5:00 P.M.,
Cleveland, Ohio time, on the earlier of:

                           (i) the Stock Acquisition Date, or

                           (ii) the Final Expiration Date,

redeem all but not less than all the then outstanding Rights at a redemption
price of $.02 per Right, appropriately adjusted to reflect any stock split,
stock dividend or similar transaction occurring after the date hereof (such
redemption price being hereinafter referred to as the "Redemption Price").
Notwithstanding anything in this Agreement to the contrary, no Rights may be
exercised at any time that the Rights are subject to redemption in accordance
with the terms of this Agreement.

                  (b) Immediately with the action of the Board of Directors of
the Company ordering the redemption of the Rights, evidence of which shall have
been filed with the Rights Agent and without any further action and without any
notice, the right to exercise the Rights will terminate and the only right


                                       30
<PAGE>

thereafter of the holders of Rights shall be to receive the Redemption Price.
Within ten (10) days after the action of the Board of Directors ordering the
redemption of the Rights, the Company shall give notice of such redemption to
the Rights Agent and the holders of the then outstanding Rights by mailing such
notice to all holders at their last addresses as they appear upon the registry
books of the Rights Agent or prior to the Separation Date, on the registry books
of the Transfer Agent for the Common Stock. Any notice which was mailed in the
manner herein provided shall be deemed given, whether or not the holder receives
the notice. Each notice of redemption will state the method by which the payment
of the Redemption Price will be made.

                  SECTION 24. EXCHANGE. (a) The Board of Directors of the
Company, at its option, may at any time after any Person becomes an Acquiring
Person, exchange Common Stock for all or part of the then outstanding and
exercisable Rights (which shall not include Rights that have become void
pursuant to the provisions of Section 7(e) hereof) at an exchange ratio of one
share of Common Stock per Right, appropriately adjusted to reflect any stock
split, stock dividend or similar transaction occurring after the date hereof
(such exchange ratio being hereinafter referred to as the "Exchange Ratio").
Notwithstanding the foregoing, the Board of Directors shall not be empowered to
effect such exchange at any time after any Person (other than the Company, any
Subsidiary of the Company, any employee benefit plan or compensation arrangement
of the Company or any such Subsidiary, or any entity holding securities of the
Company to the extent organized, appointed or established by the Company or any
such Subsidiary for or pursuant to the terms of any employee benefit plan or
compensation arrangement), together with all Affiliates and Associates of such
Person, becomes the Beneficial Owner of 50% or more of the shares of Common
Stock then outstanding.

                  (b) Immediately upon the action of the Board of Directors of
the Company ordering the exchange of any Rights pursuant to subsection (a) of
this Section 24 and without any further action and without any notice, the right
to exercise Rights shall terminate and the only right thereafter of a holder of
Rights shall be to receive that number of shares of Common Stock equal to the
number of Rights held by the holder multiplied by the Exchange Ratio. The
Company shall promptly give public notice of any such exchange; provided,
however, that the failure to give, or any defect in, such notice shall not
affect the validity of such exchange. The Company promptly shall mail a notice
of any exchange to all of the holders of Rights at their last addresses as they
appear upon the registry books of the Rights Agent. Any notice which is mailed
in the manner herein provided shall be deemed given whether or not the holder
receives the notice. Each notice of exchange will state the method by which the
exchange will be effected and, in the event of any partial exchange, the number
of Rights which will be exchanged. Any partial exchange shall be effected pro
rata based on the number of Rights (other than Rights which have become void
pursuant to the provisions of Section 7(e) hereof) held by each holder of
Rights.

                  (c) In any exchange pursuant to this Section 24, the Company,
at its option, may substitute Preferred Stock (or equivalent preferred stock)
for Common Stock exchangeable for Rights at the initial rate of one
one-hundredth of a share of Preferred Stock (or equivalent preferred stock) for


                                       31
<PAGE>

each share of Common Stock, as appropriately adjusted to reflect adjustments in
the dividend, liquidation and voting rights of the Preferred Stock (or
equivalent preferred stock) pursuant to the terms thereof, so that the fraction
of a share of Preferred Stock (or equivalent preferred stock) delivered in lieu
of each share of Common Stock shall have the same dividend, liquidation and
voting rights as one share of Common Stock.

                  (d) In the event that there shall not be sufficient shares of
Common Stock or Preferred Stock (or equivalent preferred stock) issued but not
outstanding or authorized but unissued to permit any exchange of Rights as
contemplated in accordance with this Section 24, the Company shall take all
action as may be necessary to authorize additional shares of Common Stock or
Preferred Stock (or equivalent preferred stock) for issuance upon exchange of
the Rights.

                  (e) The Company shall not be required to issue fractions of
Common Stock or to distribute certificates which evidence fractional shares of
Common Stock. In lieu of fractional shares of Common Stock, the Company shall
pay to the registered holders of the Right Certificates with regard to which
such fractional shares of Common Stock would otherwise be issuable an amount in
cash equal to the same fraction of the Closing Price of a whole share of Common
Stock for the Trading Day immediately prior to the date of exchange pursuant to
this Section 24.

                  SECTION 25. NOTICE OF CERTAIN EVENTS. (a) In case the Company
shall propose:

                           (i) to pay any dividend payable in stock of any class
                  to the holders of Preferred Stock or to make any other
                  distribution to the holders of Preferred Stock (other than a
                  regular quarterly cash dividend at a rate not in excess of
                  $2.50 per share), or

                           (ii) to offer to the holders of Preferred Stock
                  rights or warrants to subscribe for or to purchase any
                  additional shares of Preferred Stock or shares of stock of any
                  class or any other securities, rights or options, or

                           (iii) to effect any reclassification of its Preferred
                  Stock (other than a reclassification involving only the
                  subdivision of outstanding shares of Preferred Stock), or

                           (iv) to effect any Flip-Over Event, or

                           (v) to effect the liquidation, dissolution or winding
                  up of the Company,

then, in each case, the Company shall give to each holder of a Rights
Certificate, in accordance with Section 26 hereof, notice of such proposed
action, which shall specify the record date for the purposes of such stock
dividend, distribution of rights or warrants, or the date on which such
reclassification, Flip-Over Event, liquidation, dissolution, or winding up is to
take place and the date of participation therein by the holders of the shares of


                                       32
<PAGE>

Preferred Stock, if any date is to be fixed, and such notice shall be so given
in the case of any action covered by clause (i) or (ii) above at least twenty
(20) days prior to the record date for determining holders of the shares of
Preferred Stock for purposes of such action, and in the case of any such other
action, at least twenty (20) days prior to the date of the taking of such
proposed action or the date of participation therein by the holders of the
shares of Preferred Stock whichever shall be the earlier.

                  (b) Upon the occurrence of a Flip-In Event or a Flip-over
Event, the Company or Principal Party, as the case may be, shall as soon as
practicable thereafter give to each holder of a Rights Certificate, to the
extent feasible and in accordance with Section 26 hereof, a notice of the
occurrence of such event and the consequences thereof to holders of Rights under
Sections 11(a) or 12(a) hereof, as the case may be.

                  SECTION 26. NOTICES. Notices or demands authorized by this
Agreement to be given or made by the Rights Agent or by the holder of any Rights
Certificate to or on the Company shall be sufficiently given or made if sent by
first-class mail, postage prepaid, addressed (until another address is filed in
writing with the Rights Agent) as follows:

                  Thomas Industries Inc.
                  4360 Brownsboro Road
                  P.O. Box 35120
                  Louisville, Kentucky 40232

                  Attention: Secretary

Subject to the provisions of Section 21, any notice or demand authorized by this
Agreement to be given or made by the Company or by the holder of any Rights
Certificate to or on the Rights Agent shall be sufficiently given or made if
delivered by first-class mail, postage prepaid, addressed (until another address
is filed in writing with the Company) as follows:

                  National City Bank
                  Dept. 3116
                  Corporate Trust Administration
                  629 Euclid Avenue
                  Room 635
                  Cleveland, Ohio 44114

                  Attention:  Sherry Damore

                  Notices or demands authorized by this Agreement to be given or
made by the Company or the Rights Agent to the holder of any Rights Certificate
shall be sufficiently given or made if sent by first-class mail, postage
prepaid, addressed to such holder at the address of such holder as shown on the
registry books of the Company. The Company shall deliver a copy of any notice or
demand it delivers to the holder of an Rights Certificate to the Rights Agent
and the Rights Agent shall deliver a copy of any notice or demand it delivers to
the holder of any Rights Certificate to the Company.



                                       33
<PAGE>

                  SECTION 27. SUPPLEMENTS AND AMENDMENTS. The Company and the
Rights Agent may from time to time supplement or amend this Agreement without
the approval of any holders of Rights Certificates in order to cure any
ambiguity, to correct or supplement any provision contained herein which may be
defective or inconsistent with any other provisions herein or to change or
supplement the provisions hereunder in any manner which the Company may deem
necessary or desirable and which shall not adversely affect the interests of the
holders of Rights Certificates other than an Acquiring Person; provided,
however, that no amendment or supplement may be made if the effect would be to
extend or shorten the redemption period after the Separation Date or change the
Purchase Price or the Redemption Price.

                  SECTION 28. SUCCESSORS. All the covenants and provisions of
this Agreement by or for the benefit of the Company or the Rights Agent shall
bind and inure to the benefit of their respective successors and assigns
hereunder.

                  SECTION 29. BENEFITS OF THIS AGREEMENT. Nothing in this
Agreement shall be construed to give to any Person other than the Company, the
Rights Agent and the registered holders of the Rights Certificates (and, prior
to the Separation Date, the Common Stock) any legal or equitable right, remedy
or claim under this Agreement; but this Agreement shall be for the sole and
exclusive benefit of the Company, the Rights Agent and the registered holders of
the Rights Certificates (and, prior to the Separation Date, the Common Stock).

                  SECTION 30. SEVERABILITY. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.

                  SECTION 31. GOVERNING LAW. This Agreement, each Right and each
Rights Certificate issued hereunder shall be deemed to be a contract made under
the laws of the State of Delaware and for all purposed shall be governed by and
construed in accordance with the laws of Delaware applicable to contracts made
and to be performed entirely within the State of Delaware.

                  SECTION 32. COUNTERPARTS. This Agreement may be executed in
any number of counterparts and each counterpart shall for all purposes be deemed
to be an original, and all counterparts shall together constitute one and the
same instrument.

                  SECTION 33. DESCRIPTIVE HEADINGS. Descriptive headings of the
several Sections of this Agreement are inserted for convenience only and shall
not control or affect the meaning or construction of any of the provisions
hereof.



                                       34
<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.

                                            THOMAS INDUSTRIES INC.



By: /s/ Phillip J. Stuecker                 By: /s/ Timothy C. Brown
  --------------------------------            ----------------------------------
Name:  Phillip J. Stuecker                  Name: Timothy C. Brown
Title: Vice President of Finance,           Title: Chief Executive Officer
           Chief Financial Officer
           and Secretary


                                            NATIONAL CITY BANK



                                            By: /s/ Sherry Damore
                                               ---------------------------------
                                            Name:  Sherry Damore
                                            Title:    Vice President